SEC Comment Letter for Vine Hill Capital Investment Corp. II (VHCP) — Nov 24, 2025
Vine Hill Capital Investment Corp. II
Date: Nov. 24, 2025 · CIK: 0002086264 · Accession: 0000000000-25-011017
AI Filing Summary & Sentiment
Reasoning
Letter
November 24, 2025 Nicholas Petruska Chief Executive Officer Vine Hill Capital Investment Corp. II 500 E Broward Blvd., Suite 900 Fort Lauderdale, FL 33394 Re:Vine Hill Capital Investment Corp. II Draft Registration Statement on Form S-1 Submitted September 16, 2025 CIK No. 0002086264 Dear Nicholas Petruska: We have conducted a limited review of your draft registration statement and have the following comment. Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 Submitted September 16, 2025 Cover Page 1.Please expand your conflicts of interest disclosure in the paragraph under the dilution table to address the conflicts between the SPAC, the sponsor, its promoters and affiliates, on the one hand, and the public shareholders on the other. Refer to Item 1602(a)(5) of Regulation S-K.
November 24, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that your registration statement and non-public draft submission must be on file at least two business days prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Jonathan Ko, Esq.
Show Raw Text
November 24, 2025
Nicholas Petruska
Chief Executive Officer
Vine Hill Capital Investment Corp. II
500 E Broward Blvd., Suite 900
Fort Lauderdale, FL 33394
Re:Vine Hill Capital Investment Corp. II
Draft Registration Statement on Form S-1
Submitted September 16, 2025
CIK No. 0002086264
Dear Nicholas Petruska:
We have conducted a limited review of your draft registration statement and have the
following comment.
Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted September 16, 2025
Cover Page
1.Please expand your conflicts of interest disclosure in the paragraph under the dilution
table to address the conflicts between the SPAC, the sponsor, its promoters and
affiliates, on the one hand, and the public shareholders on the other. Refer to Item
1602(a)(5) of Regulation S-K.
November 24, 2025
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
We also remind you that your registration statement and non-public draft submission
must be on file at least two business days prior to the requested effective date and time. Refer
to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to
review any amendment prior to the requested effective date of the registration statement.
Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jonathan Ko, Esq.